In her most recent start, License Fee finished second in the Cardinal Handicap (gr. IIIT). The 1 1/8-mile Falls City would have been her first start on the main track since finishing fourth in the Churchill Downs Distaff Handicap (gr. II) last November.

Meanwhile, Breeders' Cup Distaff (gr. I) winner Spain was assigned highweight of 122 pounds for the $250,000 race. Spain will attempt to become the first 3-year-old to win the Falls City since Screen Prospect won the 1990 renewal.

Second in the weights is fellow D. Wayne Lukas-trained 3-year-old filly Surfside (121 pounds), who appears more likely to race against males in Friday's Clark Handicap (gr. II). Other weight assignments for possible Falls City starters are: Bordelaise, 117; On A Soapbox, 116; Atelier, 115; Tap To Music, 115; and Gandria, 114.